证券代码：688368 证券简称：晶丰明源 公告编号：2025-030 上海晶丰明源半导体股份有限公司 2025年第一次临时股东大会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 05 月 09 日 （二） 股东大会召开的地点：中国（上海）自由贸易试验区申江路 5005 弄 3 号 9 层上海晶丰明源半导体股份有限公司第一会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 59 | | --- | --- | | 普通股股东人数 | 59 | | 2、出席会议的股东所持有的表决权数量 | 61,923,450 | | 普通股股东所持有表决权数量 | 61,923,450 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 71.2477 | | 例（%） | | | 普通股股东所持有表决权数量占 ...

晶丰明源 2025 年第一次临时股东大会法律意见书 国浩律师（杭州）事务所 国浩律师（杭州）事务所 2025 年第一次临时股东大会 法律意见书 致：上海晶丰明源半导体股份有限公司 关 于 上海晶丰明源半导体股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受上海晶丰明源半导体股 份有限公司（以下简称"公司"）委托，指派律师现场见证公司 2025 年第一次 临时股东大会（以下简称"本次股东大会"），并依据《中华人民共和国公司法》 （以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券 法》"）等法律、行政法规、规范性文件及现行有效的《上海晶丰明源半导体股 份有限公司章程》（以下简称"《公司章程》"）、《上海晶丰明源半导体股份 有限公司股东大会议事规则》（以下简称"《股东大会议事规则》"）的规定， 就本次股东大会的召集、召开程序、出席会议人员资格、召集人资格、会议的表 决程序、表决结果等事宜出具法律意见书。 为出具本法律意见书，本所律师列席了公司本次股东大会，审查了公司提供 的本次股东大会有关文件的原件及复印件，包括但不限于公司召开本次股东大会 的各项议程及相关决议等文件，同时听取了公司就 ...

Group 1: Jingfeng Mingyuan - In Q1 2025, Jingfeng Mingyuan achieved revenue of 327 million, a year-on-year increase of 2.48%, driven by growth in C/DC chips for small and large home appliances [1] - Gross profit margin improved by 6.40 percentage points due to product structure optimization, with a decrease in the proportion of low-margin general lighting driver chips [1] - The company's asset-liability ratio decreased to 34.60%, while net cash flow from operating activities was -4 million, a year-on-year decline of 105.44% [1] - Revenue from LED lighting driver chips fell nearly 20% due to seasonal fluctuations [1] - The company has fully mass-produced its high-performance computing power supply chip product line, with some clients achieving breakthroughs [1] - The acquisition of Yichong enhances market competitiveness, and after a major asset restructuring, total shares increased to 128,178,856, with the controlling shareholder remaining unchanged [1] Group 2: Nanchip Technology - Nanchip Technology's automotive business is expected to grow by 179% in 2024, accounting for over 3% of revenue, with continued rapid growth anticipated in 2025 [2] - The company has a research and development expense ratio of 17.01%, expected to remain similar in 2025; the acquisition of Shengsheng Micro will empower its business and supply chain [2] - Products in the industrial sector are applied in energy storage, drones, and battery systems, with multiple new products set to launch in 2024, and future expansion into IPower, industrial automation, and robotics [2] - The wired charging business maintains a leading position, with technological trends moving towards integration and systemization, expecting significant breakthroughs in 2024 and even more notable market achievements in 2025 [2] - The company has rationally allocated production capacity to match business order demands, with stable prices for wafer procurement and packaging testing [2] - Nanchip launched the automotive-grade high-speed CN/CNFD transceiver product SC25042Q, with plans to introduce more power supply and driver products in the future [2] - The company is pursuing a dual strategy to expand sales channels by targeting both large clients and distributors [2] - Following the acquisition of Shengsheng Micro, the company paid transaction fees in Q1, resulting in 700 million goodwill [2] Group 3: Company Overview - Shanghai Mingcun Investment Management Co., Ltd. was established in 2014 with a registered capital of 10 million, focusing on quantitative investment [3] - The company utilizes strong data mining, statistical analysis, and software development capabilities to build a programmatic trading system and asset management platform [3] - Mingcun Investment has a diverse strategy development team and a robust strategy library, covering various investment strategies including quantitative stock selection, CTA, and arbitrage [3] - The firm has a deep understanding of the financial securities market, with a team experienced in domestic and international asset management and quantitative fund investment [3] - Mingcun Investment aims to explore and research quantitative investment strategies suitable for the characteristics of the Chinese capital market, incorporating global best practices [3]

Group 1 - The core viewpoint of the news is the disclosure of institutional and public fund holdings in Jingfeng Mingyuan (688368.SH) as of April 30, 2025, indicating significant institutional interest in the company [1] - A total of 15 institutional investors hold shares in Jingfeng Mingyuan, with a combined holding of 22.396 million shares, representing 25.50% of the total share capital [1] - The top ten institutional investors account for 25.42% of the total shares, showing a slight decrease of 0.10 percentage points compared to the previous quarter [1] Group 2 - In the public fund sector, five funds increased their holdings, with a total increase of 0.77%, while one fund, 嘉实文体娱乐股票A, decreased its holdings by 0.44% [2] - Two new public funds disclosed their holdings in Jingfeng Mingyuan, while 120 funds that previously held shares did not disclose their holdings this quarter [2] - One new social security fund, 全国社保基金四零六组合, has disclosed its holdings in Jingfeng Mingyuan [2]

Financial Performance - The company achieved operating revenue of CNY 326.57 million, a year-on-year increase of 2.48%[5] - The net profit attributable to shareholders was CNY -6.68 million, a year-on-year improvement of 77.28%[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY -9.63 million, a year-on-year improvement of 68.32%[5] - Total revenue for Q1 2025 was CNY 326,574,039.81, an increase from CNY 318,671,912.60 in Q1 2024, representing a growth of approximately 0.28%[22] - Operating profit for Q1 2025 was reported at CNY -4,383,587.51, an improvement compared to CNY -25,119,570.51 in Q1 2024[23] - Net profit for Q1 2025 was CNY -2,790,522.84, significantly better than CNY -24,818,519.97 in Q1 2024, indicating a reduction in losses[24] - The company reported a basic and diluted earnings per share of CNY -0.08 for Q1 2025, an improvement from CNY -0.47 in Q1 2024[24] - The company’s total assets decreased from CNY 2,147,443,356.56 to CNY 1,993,219,340.76, a decline of approximately 7.19%[20] - Shareholders' equity decreased from CNY 1,317,101,958.68 to CNY 1,303,653,840.29, a slight decline of approximately 1.02%[20] Cash Flow - The net cash flow from operating activities was CNY -3.90 million, a year-on-year decrease of 105.44%[6] - In Q1 2025, the company reported cash inflows from operating activities of CNY 328,499,083.05, a decrease of 4.0% compared to CNY 343,683,070.49 in Q1 2024[26] - The net cash outflow from operating activities was CNY -3,895,414.78, contrasting with a net inflow of CNY 71,588,510.41 in the same period last year[26] - Cash inflows from investment activities totaled CNY 29,401,004.18, down 49.6% from CNY 58,415,099.35 in Q1 2024[27] - The net cash flow from investment activities was CNY 23,959,407.20, slightly up from CNY 23,629,599.35 year-over-year[27] - Cash inflows from financing activities increased significantly to CNY 83,260,721.56, compared to CNY 25,000,000.00 in Q1 2024, marking a 233.0% increase[27] - The net cash outflow from financing activities was CNY -51,461,940.10, an improvement from CNY -116,201,888.33 in the previous year[27] Assets and Liabilities - The company's total assets as of March 31, 2025, were CNY 1.99 billion, a decrease of 7.18% from the end of 2024[5] - Total current assets as of March 31, 2025, amount to ¥989,267,699.67, a decrease from ¥1,100,285,746.60 at the end of 2024[18] - Total liabilities decreased from CNY 830,341,397.88 to CNY 689,565,500.47, a reduction of about 16.93%[20] - Current liabilities decreased to CNY 778,732,722.98 from CNY 879,431,494.47 at the end of 2024, reflecting a reduction of 11.4%[31] - The company's total equity as of March 31, 2025, was CNY 1,600,745,187.34, down from CNY 1,624,602,234.78 at the end of 2024[31] Shareholder Information - Total number of common shareholders at the end of the reporting period is 6,134[13] - The largest shareholder, Hu Liqiang, holds 24.40% of shares with 21,428,995 shares[15] - The second largest shareholder, Xia Feng, holds 22.35% of shares with 19,630,184 shares[15] - There are no significant changes in the top 10 shareholders due to securities lending or borrowing[16] Research and Development - R&D expenses totaled CNY 81.28 million, accounting for 24.89% of operating revenue, a decrease of 3.87 percentage points year-on-year[9] - Research and development expenses for Q1 2025 were CNY 81,275,796.44, down from CNY 91,660,255.65 in Q1 2024, a decrease of approximately 11.36%[23] - Research and development expenses increased to ¥59.46 million in Q1 2025, up from ¥55.21 million in Q1 2024, reflecting a focus on innovation[32] Other Financial Metrics - The overall gross margin for the reporting period was 40.10%, an increase of 6.40 percentage points year-on-year[5] - The weighted average return on net assets increased by 1.64 percentage points compared to the previous year[5] - The company experienced a significant increase in cash payments to employees due to the addition of overseas staff[6] - Other income for Q1 2025 was CNY 3,480,356.10, compared to CNY 4,360,515.01 in Q1 2024, reflecting a decline of about 20.11%[23] - The company experienced a significant increase in financial expenses, with interest expenses at ¥3.63 million in Q1 2025, down from ¥5.49 million in Q1 2024[32]

上海晶丰明源半导体股份有限公司 2025 年第一次临时股东大会 公司代码：688368 公司简称：晶丰明源 上海晶丰明源半导体股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 5 月 1 上海晶丰明源半导体股份有限公司 2025 年第一次临时股东大会 | | | | 上海晶丰明源半导体股份有限公司 2025 年第一次临时股东大会会议须知 4 | | | --- | --- | | 上海晶丰明源半导体股份有限公司 2025 年第一次临时股东大会会议议程 6 | | | 上海晶丰明源半导体股份有限公司 2025 年第一次临时股东大会会议议案： | | | 议案一：关于公司本次发行股份及支付现金购买资产并募集配套资金符合相关法律法规的议 | | | 案 | 9 | | 议案二：关于公司本次发行股份及支付现金购买资产并募集配套资金方案的议案 | 10 | | 议案三：关于公司本次发行股份及支付现金购买资产并募集配套资金报告书（草案）及其摘 | | | 要的议案 | 30 | | 议案四：关于公司本次交易不构成关联交易的议案 | 31 | | 议案五：关于公司本次交易构成重大资产重组但不构成重组上市的 ...

Core Viewpoint - The acquisition of Sichuan Yichong Technology Co., Ltd. by Jingfeng Mingyuan is seen as a high-risk gamble given the company's ongoing financial struggles and the target company's recent losses [1][2]. Group 1: Acquisition Details - Jingfeng Mingyuan plans to acquire 100% of Yichong Technology for approximately 3.283 billion yuan, consisting of about 1.25 billion yuan in cash and 2.03 billion yuan in stock [1]. - This acquisition is part of a series of asset purchases by Jingfeng Mingyuan, which has previously acquired Shanghai Laisir, Shanghai Xinfly, and Lingou Chuangxin from 2020 to 2023 [1][4]. Group 2: Financial Performance - Jingfeng Mingyuan has reported three consecutive years of losses, with a total loss of nearly 500 million yuan from 2022 to 2024 [3][4]. - The company's revenue growth rates from 2022 to 2024 were -53.12%, 20.74%, and 15.38%, respectively, with a significant drop in gross margin from 47.93% in 2021 to 17.58% in 2022 [3][4]. Group 3: Target Company Analysis - Yichong Technology has also faced financial difficulties, with net losses of 502 million yuan and 512 million yuan in 2023 and 2024, respectively, despite revenue growth [8][9]. - The gross margin of Yichong Technology decreased from 36.59% to 31.88% over the same period, contrasting with the overall industry trend of improving margins [8][9]. Group 4: Market Context - The semiconductor industry is reportedly nearing the end of a de-inventory cycle, with many companies experiencing a recovery in profitability, while Jingfeng Mingyuan's gross margin has improved by over 10 percentage points [9]. - The market is questioning whether Yichong Technology's declining margins reflect a lack of competitive strength or a strategic choice to prioritize growth over immediate profitability [9].

Group 1 - The core point of the article is the acquisition of Sichuan Yichong Technology Co., Ltd. by Jingfeng Mingyuan for 3.283 billion yuan, highlighting the active M&A market in Chengdu [1][7] - Yichong Technology is considered a "potential unicorn" and has completed 15 rounds of financing totaling hundreds of millions of dollars since its establishment in 2016 [4][1] - Jingfeng Mingyuan is a leading company in power management and control driver chips, and the acquisition is expected to enhance product offerings and market competitiveness [4][1] Group 2 - The acquisition involves purchasing shares from 50 shareholders, many of whom are controlled by Yichong's founder, Pan Siming [4][1] - Other recent M&A activities in Chengdu include the acquisition of New Trend Media by Focus Media for 8.3 billion yuan and various other transactions involving local companies [8][9] - The ongoing supportive policies for industrial mergers and acquisitions are expected to lead to an increase in such activities in Chengdu [9]

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Core Viewpoint - Jinfeng Mingyuan is expanding its business through acquisitions, with the latest being the purchase of Sichuan Yichong Technology for 3.283 billion yuan, raising concerns about the high premium and potential impact on financial performance [1][2][4]. Group 1: Acquisition Details - Jinfeng Mingyuan plans to acquire 100% of Yichong Technology for 3.283 billion yuan, with a premium of 260.08% based on market valuation [1][2]. - The acquisition will significantly increase Jinfeng Mingyuan's goodwill to 1.997 billion yuan, representing 35.56% of total assets and 62.10% of net assets [1][5]. - Yichong Technology has shown strong revenue growth, with projected revenues of 651 million yuan and 957 million yuan for 2023 and 2024, respectively, indicating growth rates of 45.82% and 47.04% [2][3]. Group 2: Financial Performance - Jinfeng Mingyuan has faced declining net profits over the past three years, with losses of 206 million yuan, 91 million yuan, and 33 million yuan for 2022, 2023, and 2024, respectively [4][5]. - Yichong Technology has also reported losses, with net losses of 510 million yuan and 513 million yuan for 2023 and 2024 [4][5]. - The company has a cash flow challenge, with only 280 million yuan in cash and short-term debts of 373 million yuan, necessitating a fundraising effort of up to 1.8 billion yuan [3][5]. Group 3: Market Position and Clientele - Yichong Technology has established a strong client base, including major companies in the mobile and automotive sectors such as Samsung, BYD, and Xiaomi [3]. - The company has a high research and development expenditure, with R&D costs of 496 million yuan and 413 million yuan for 2023 and 2024, resulting in R&D expense ratios of 76.2% and 43.2% [3]. Group 4: Future Commitments - Yichong Technology has committed to performance targets, promising net profits of no less than 92 million yuan, 120 million yuan, and 160 million yuan for its charging chip business in 2025, 2026, and 2027, respectively [6].